GENERAL TERMS AND CONDITIONS Sqauras Digital
Definitions
1. Sqauras Digital: Sqauras Digital, established in Amsterdam, Chamber of Commerce no. 93280165.
2. Customer: the party which Sqauras Digital has entered into an agreement with.
3. Parties: Sqauras Digital and customer together.
4. Consumer: a customer who is an individual acting for private purposes.
Applicability
1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or
products by or on behalf of Sqauras Digital.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the
customer or of third parties.
Offers and quotations
1. Offers and quotations from Sqauras Digital are without engagement, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the
offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
Acceptance
1. Upon acceptance of a quotation or offer without engagement, Sqauras Digital reserves the right to withdraw the quotation or
offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
2. Verbal acceptance of the customer only commits Sqauras Digital after the customer has confirmed this in writing (or
electronically).
Prices
1. All prices used by Sqauras Digital are in euros, are exclusive of VAT and exclusive of any other costs such as administration
costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. Sqauras Digital is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any
time.
3. The price with regard to services is determined by Sqauras Digital on the basis of the actual working hours.
4. The price is calculated according to the usual hourly rates of Sqauras Digital, valid for the period in which he carries out the
work, unless a different hourly rate has been agreed.
5. If the parties have agreed on a total price for a service provided by Sqauras Digital, this is always a target price, unless the
parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
6. Sqauras Digital is entitled to deviate up to 10% of the target price.
7. If the target price exceeds 10%, Sqauras Digital must let the customer know in due time why a higher price is justified.
8. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
9. Sqauras Digital has the right to adjust prices annually.
10. Sqauras Digital will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
11. The consumer has the right to terminate the contract with Sqauras Digital if he does not agree with the price increase.
Payments and payment term
1. Sqauras Digital may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
2. The customer must have paid the full amount within 14 days, after delivery.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the
latest on the last day of the payment term, he is legally in default, without Sqauras Digital having to send the customer a
reminder or to put him in default.
4. Sqauras Digital reserves the right to make a delivery conditional upon immediate payment or to require adequate security for
the total amount of the services or products.
Consequences of late payment
1. If the customer does not pay within the agreed term, Sqauras Digital is entitled to charge an interest of 8% per month for
commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation
to Sqauras Digital.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
4. If the customer does not pay on time, Sqauras Digital may suspend its obligations until the customer has met his payment
obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Sqauras
Digital on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by Sqauras Digital,
he is still obliged to pay the
agreed price to Sqauras Digital.
7. If Squaras Digital is required to engage a third party, such as a debt collection agency or legal counsel, to recover outstanding
payments, all associated costs, including but not limited to collection fees, legal fees, and court costs, shall be borne by the
customer.
Right of withdrawal
1. A consumer may cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
● the service does not concern accommodation, travel, restaurant business, transport, catering assignment or form of
leisure activity
● the purchase does not concern an (assignment to) urgent repair
● it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days right
of withdrawel
period and the consumer has not renounced his right of withdrawal
2. The cooling-off period of 14 days as referred to in paragraph 1 commences:
● as soon as the consumer has purchased a service for the first time
● as soon as the consumer has confirmed the purchase of digital content via the internet
3. The consumer can notify his right of withdrawal via rutger.morsch@sqauras.com, if desired by using the withdrawal form that
can be downloaded via the website of Sqauras Digital, http://www.sqauras.com.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Settlement
The customer waives his right to settle any debt to Sqauras Digital with any claim on Sqauras Digital.
Insurance
1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage
as well as theft:
● goods delivered that are necessary for the execution of the underlying agreement
● goods being property of Sqauras Digital that are present at the premises of the customer
● goods that have been delivered under retention of title
2. At the first request of Sqauras Digital, the customer provides the policy for these insurances for inspection.
Guarantee
When parties have entered into an agreement with services included, these services only contain best-effort obligations
for Sqauras Digital, not obligations of results.
Performance of the agreement
1. Sqauras Digital executes the agreement to the best of its knowledge and ability and in accordance with the requirements of
good workmanship.
2. Sqauras Digital has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly
agreed advance by the customer.
4. It is the responsibility of the customer that Sqauras Digital can start the implementation of the agreement on time.
5. If the customer has not ensured that Sqauras Digital can start the implementation of the agreement in time, the resulting
additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
1. The customer shall make available to Sqauras Digital all information, data and documents relevant to the correct execution of
the agreement to in time and in the desired format and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available,
even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
3. If and insofar as the customer requests this, Sqauras Digital will return the relevant documents.
4. If the customer does not timely and properly provides the information, data or documents reasonably required by Sqauras
Digital and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be
charged to the customer.
Duration of the service agreement
1. The agreement between Sqauras Digital and the customer is entered into for the duration of 12 months, unless it results
otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term,
unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer
terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the
fixed term.
3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified
explicitly otherwise in writing. If this term is exceeded, the customer must give Sqauras Digital a written reasonable term to
terminate the activities, before it may either terminate the contract or claim damages.
Indemnity
The customer indemnifies Sqauras Digital against all third-party claims that are related to the products and/or services supplied
by Sqauras Digital.
Complaints
1. The customer must examine a product or service provided by Sqauras Digital as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the
customer must inform Sqauras Digital of this as soon as possible, but in any case within 1 month after the discovery of the
shortcomings.
3. Consumers must inform Sqauras Digital of this within two months after detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that Sqauras Digital is able to respond
adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Sqauras Digital being forced to perform other work
than has been agreed.
Giving notice
1. The customer must provide any notice of default to Sqauras Digital in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Sqauras Digital (in time).
Joint and several Client liabilities
If Sqauras Digital enters into an agreement with several customers, each of them shall be jointly and severally liable for the full
amounts due to Sqauras Digital under that agreement.
Liability of Sqauras Digital
1. Sqauras Digital is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross
negligence.
2. If Sqauras Digital is liable for any damage, it is only liable for direct damages that results from or is related to the execution of
an agreement.
3. Sqauras Digital is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third
parties.
4. If Sqauras Digital is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the
absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the)
invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate
and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Every right of the customer to compensation from Sqauras Digital shall, in any case, expire within 12 months after the event
from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.
Dissolution
1. The customer has the right to dissolve the agreement if Sqauras Digital imputably fails in the fulfillment of his obligations,
unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by Sqauras Digital is not permanent or temporarily impossible, dissolution can only take
place after Sqauras Digital is in default.
3. Sqauras Digital has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his
obligations under the agreement, or if circumstances give Sqauras Digital good grounds to fear that the customer will not be
able to fulfill his obligations properly.
Force majeure
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Sqauras Digital in the fulfillment of any
obligation to the customer cannot be attributed to Sqauras Digital in any situation independent of the will of Sqauras Digital,
when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its
obligations cannot reasonably be required from Sqauras Digital .
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil
war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties;
unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures,
unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which Sqauras Digital cannot fulfill one or more obligations towards the
customer, these obligations will be suspended until Sqauras Digital can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement
in writing in whole or in part.
5. Sqauras Digital does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any
advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its
contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
1. Sqauras Digital is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by Sqauras Digital with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
1. The customer cannot transfer its rights deferring from an agreement with Sqauras Digital to third parties without the prior
written consent of Sqauras Digital.
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other
provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Sqauras
Digital had in mind when drafting the conditions on that issue.
Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where Sqauras Digital is established is exclusively competent in case of any disputes between
parties, unless the law prescribes otherwise.
Attribution
These terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.com/nl/nl).
Drawn up on 12 april 2024